FORM 10-KSB/A
                                  Amendment #2

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


            [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                   For the fiscal year ended December 31, 2005


                             Commission File Number
                             ----------------------
                                    000-50294


                                 LIFE USA, INC.
                                ----------------
             (Exact name of registrant as specified in its charter)


                               Colorado 84-1426725
                ------------------------- -----------------------
                 (State of incorporation) IRS Employer ID Number


                  2300 Canyon Blvd. Suite 4, Boulder, CO 80302
                  --------------------------------------------
               (Address of principal executive offices) (Zip Code)


                                 303 - 415 1900
                                  ------------
                         (Registrant's Telephone number)

        Securities registered pursuant to Section 12(b) of the Act: None

           Securities registered pursuant to Section 12(g) of the Act:

                         $0.0001 Par Value Common Stock
                         ------------------------------
                                (Title of Class)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports)  and  (2)  has  been  subject  to such  filing
requirements for the past 90 days:
                    [X] Yes                  [__] No

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure  will be contained,  to
the  best  of  registrant's   knowledge,  in  definitive  proxy  or  information
statements incorporated by reference in Part III of this Form 10-KSB X

Transitional Small Business Disclosure Format (Check one): Yes___; No X

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Act). __ Yes  X No

The aggregate market value of registrant's  voting stock held by  non-affiliates
as of the close of business  on December  31, 2005 was $0 based upon no quote at
such date

9,540,534 shares of registrant's $0.0001 par value common stock were outstanding
and issued as of December 31, 2005.



<PAGE>




PART I                                                                      PAGE

   Item 1.  Description of Business                                         1
   Item 2.  Description of Property                                         4
   Item 3.  Legal Proceedings                                               4
   Item 4.  Submission of Matters to a Vote of Security Holders             4


PART II

   Item 5.  Market for Common Equity and Related Stockholder Matters        4
   Item 6.  Management's Discussion and Analysis or Plan of Operation       6
   Item 7.  Financial Statements                                            8
   Item 8.  Changes in and Disagreements With Accountants on Accounting     8
            and Financial Disclosure
   Item 8a. Controls and Procedures                                         9
   Item 8b. Other Information                                               9

PART III

   Item 9.  Directors, Executive Officers, Promoters and Control Persons;
            Compliance with Section 16(a) of the Exchange Act               9
   Item 10. Executive Compensation                                         12
   Item 11. Security Ownership of Certain Beneficial Owners and Management 14
   Item 12. Certain Relationships and Related Transactions                 14
   Item 13. Exhibits and Reports on Form 8-K                               15
   Item 14. Principal Accountant Fees and Services                         16

SIGNATURES                                                                 17



<PAGE>




                  PART I

ITEM 1. DESCRIPTION OF BUSINESS.

The Company status to date is as follows:

1.  The Company generated limited revenues in 2005, and no revenues in 2004.
2.  The Company has limited cash and assets.
3.  The Company has one employee.
4.  The Company has a working capital deficit.
5.  The Company has  accumulated  deficit of ($628,560) as of December 31, 2005,
    and a working capital deficit of ($440,307) as of December 31, 2005.
6.  Auditors for the Company have raised substantial doubt that the Company will
    have the ability to continue as a going concern.

The  Company  remains  in  the  development  stage  and,  since  inception,  has
experienced  significant  liquidity  problems  and  has no  significant  capital
resources now and has stockholder's deficit of ($432,083) at December 31, 2005.

The Company will be unable to carry out its plan of business without significant
additional  funding.  The Company cannot predict to what extent its current lack
of liquidity and capital  resources  will impair the business plan or whether it
will incur future operating  losses.  There is no assurance that the Company can
continue as a going concern without substantial  funding,  for which there is no
committed  source.  The  Company  does  not  have  any  way to pay  its  current
liabilities,  from cash flow or otherwise  through loans or capital  infusion at
this time.

The  Company  estimates  it will  require  $25,000 to  $30,000  to cover  legal,
accounting, transfer and miscellaneous costs of being a reporting company in the
next fiscal year.  The Company  will have a cash  shortfall  for current  annual
costs of at  least  $25,000  to  $30,000,  for  which  it has no  source  except
shareholder loans or contributions, none of which have been committed.

The  Company  has no cash  for any  operations.  It  will  have to make  private
placements of stock, for which it has no sources, or obtain loans or equity from
shareholders,  to have  any  cash  for even  limited  operations.  There  are no
committed loan sources at this time.

Company History

Life USA,  Inc.  (the  "Company")  was  originally  incorporated  in Colorado in
January,  1997. The original name of the Company was Lifeline USA, Inc. Articles
of  Amendment  the  Articles  of  Incorporation  were filed on January  16, 1997
changing  the  Company  name  to Life  USA,  Inc.  To  solve  an  administrative
dissolution  it  reincorporated  in 2002. An  administrative  dissolution  is an
action  taken by the  Secretary  of State to cancel it as a  corporation  due to
failure to file an annual report and pay an annual fee. The Company shareholders
approved  incorporation  of Life USA, Inc. again in 2001, and then the directors
acting as  trustees  entered  into a merger of the old Life USA,  Inc.  with the
reincorporated  Life  USA,  Inc.  The  Company  was  organized  to engage in any
activity or business  not in conflict  with the laws of the State of Colorado or
of the United States of America.

In 2001 the Company  entered into a Share  Exchange  Agreement with World Health
Management,  Inc.  shareholders  ("World Health") in which the Company exchanged
58,384 shares to  shareholders  of World Health for the control of World Health,
which was liquidated.

On September 13, 2005, Life USA, Inc. and Neuro Nutrition, Inc. ("Neuro") signed
an agreement whereby, Life USA acquired all of the issued and outstanding shares
of Neuro  Nutrition,  Inc. in exchange for 8,300,000 shares of its common stock.
Neuro has become a 100% wholly owned subsidiary of Life USA, Inc.

Neuro was  incorporated  on July 23, 2004, as 4 Your Life Nutrition Inc., in the
state of Colorado,  and has been in the  development  stage since.  There was no
activity  until January 2005. On January 6, 2005, the Company's name was changed
to  Neuro  Nutrition  Inc.  It  is  primarily   organized  for  the  purpose  of
distributing health supplements.

                                       1

<PAGE>




The  acquisition  of  Neuro  by the  Company  was  accounted  for  as a  reverse
acquisition  under the purchase method of accounting  since the  shareholders of
Neuro obtained control of the consolidated entity. Accordingly,  the combination
of the two companies was recorded as a  recapitalization  of Life USA, Inc. with
Neuro  being  treated  as  the  continuing  entity.  The  historical   financial
statements presented are those of Neuro.

BUSINESS

Plan of Operations
-----------------
Life USA is  committed  to bridging  the gap between the  scientific  community,
health care  providers,  and the health  consumer by promoting the benefits of a
personal  healthcare  strategy involving valuable knowledge of nutrition and its
effect on disease.

Life USA  intends to operate in the  overall  health  care market by serving the
health   consumer   directly,   and  through   corporate   wellness  and  health
practitioners.  Life USA intends to create a positive and quantifiable change in
the  health  status  of  this  target  market   through  the   development   and
implementation of unique products and services.

Life USA is a nutraceutical  marketing and distribution company with a strategic
focus of  acquiring  intellectual  property and  processes.  Life USA intends to
market and distribute nutritional products and services in a way that appeals to
its  target  market.  Life USA  intends  to  develop  proprietary  nutraceutical
formulations  and  clinical  protocols,  to  standardize  procedures  for use in
practitioner and corporate settings, and to create co-marketing  arrangements to
expand the reach of these products and services.

Life  USA  products  and  services  are  intended  to  support   brain   acuity,
cardiovascular  health,  and metabolic  functioning as well as immune system and
muscular  skeletal  system  health.  Products  and  services  are intended to be
designed to help health  consumers with a variety of chronic medical  conditions
including:  heart  disease,  hypertension,   obesity,  diabetes,  immune  system
deficiencies, joint problems, and cognitive health.

Life USA products and services will be built on the  principals of  high-science
and  high-efficacy in order to attempt to deliver the highest quality  outcomes.
Products  and  services  are  initially  identified  through  an  evaluation  of
independent  research  findings,  and then  critically  reviewed  by an in-house
medical  advisory  board.  Some  products and services may be further  evaluated
through clinical trials.

Life USA intends to partner with  practitioners and corporate wellness directors
to work with  their  patients/employees  by  delivering  best-in-class,  branded
protocols,  education  materials,  and products tailored to the most significant
health concerns and conditions. In doing so, Life USA intends to position itself
as the  nutritional  distribution  channel of choice for the science and medical
community.

The Company uses its consumer website  www.EnhancedMetabolics.com  to market its
initial products, and also sells directly to resellers.

Products
--------
Proprietary Krill Blend (currently offered)
         Krill oil is 100% natural and is marketed to promote cellular integrity
         and  cardiovascular  function.  Rich in Omega-3,  6 and 9 fatty  acids,
         krill  oil  provides   more  benefits  than  fish  oil  or  flax  seed.
         Independent  science on krill oil indicates it supports nerve and brain
         function,  joint  relief,  relieves  PMS-related  symptoms,   maintains
         healthy skin,  and supplies  anti-oxidant  nourishment to help the body
         retain its natural buoyancy, youthfulness, and overall quality of life.

         Krill oil will be targeted toward health  consumers that are seeking to
         combat cardiovascular problems, improving brain and nerve function, and
         joint health through diet, lifestyle changes and nutraceuticals.

Proprietary SierraSil and Krill Blend (currently in manufacturing)
         Life USA has combined forces with Sierra Mountain  Minerals.  SierraSil
         is a naturally  occurring  mineral that is marketed for promoting joint
         mobility and cartilage  integrity.  For the many sufferers of Arthritis
         who are  searching  for a natural  drug-free  remedy to  promote  joint
         health, Life USA will market a proprietary blend of SierraSil and krill
         oil to be sold exclusively under a Life USA brand.

                                       2

<PAGE>


Proprietary Krill Blend for Mental Acuity (currently under development)

Proprietary Krill Blend for Heart Health (currently under development)

Capital Raising
----------------
The Company intends to attempt to raise up to $2,000,000 in capital in 2006 in a
private  placement  of  common  stock.  This will  allow us to fund our  ongoing
operational  expenses,  finance our working  capital  needs,  and  initiate  our
marketing and sales plans.  There is no guarantee that Life USA is able to raise
the  intended  amount,  nor is there any  certainty  that the Company is able to
raise any funds at all.

Our operations have consumed  substantial  amounts of cash, and operational cash
flows are  anticipated  to be  negative  for the  foreseeable  future.  There is
substantial doubt about our ability to continue as a going concern.

Product Commitments
--------------------
Life USA made down payments on the production of two additional products.  Total
unpaid  production  commitments  are less than  $25,000.  The  Company  also has
$81,058  invested in raw materials for its  products,  which require  additional
working capital to be turned into finished goods.

Marketing
----------
Life USA intends to develop and market comprehensive  products and services that
deliver  result  oriented  solutions  for  specific  conditions.  Our ability to
execute  our sales and  marketing  plans  fully  depends on our ability to raise
additional funding.

Life USA intends to target a new approach  that  consumers,  practitioners,  and
corporate  wellness  directors  can adopt into their  lifestyle,  practice,  and
programs. As experience with Life USA products and services begins to grow, Life
USA  intends to help them share their  experience  with their  community,  other
physicians, and other employers.

During 2006,  national PR initiatives are scheduled to be initiated to introduce
Life USA products and services to a national  audience of consumers  and medical
practitioners  who are  actively  looking  for viable  solutions,  primarily  to
obesity and diabetes, and then later to other specific disease conditions.

Allopathic  medical  clinics will be approached via several  methods,  this will
include;  medical  conferences  for the  specialty  indicated,  sales  calls via
telephone,  in-person sales  detailing,  direct  mailings,  internet email,  and
e-zines (web based magazines and newsletters).  Products and serves are intended
to be  validated  clinically,  be  quantified  for  success  and have  companion
educational materials that will be appropriate for the doctor, the staff and the
patients.

Competition
------------

The  nutraceutical  market  is  intensely   competitive.   The  Company  expects
competition  to intensify in the future  because  barriers to entry are minimal,
and current and new  competitors  can launch new sales efforts at relatively low
cost. In addition,  the industry is intensely  competitive.  Management believes
that the critical  success factors for companies  seeking to sell  nutraceutical
products include the following:  breadth and depth of product  offerings,  brand
recognition, and marketing.

Life USA competes with numerous traditional  suppliers and distributors,  retail
stores,  grocery chains and online sellers of the same or competitive  products.
Although we anticipate that most of our protocols will be  complimentary  to the
more traditional  pharmaceutical  approaches, we could be competing for the same
consumer dollar.

Competitive  pressures  created  by any  current  or future  competitors,  or by
competitors collectively, could materially hurt the Company's business.

Most competitors have longer operating  histories and larger customer bases than
the Company. In addition,  potential  competitors have greater brand recognition
and significantly greater financial, marketing and other resources.

                                       3

<PAGE>

Budget
----------
Life USA's 2006 budget is as follows:
  Cost of Goods              $ 650,000
  General Operations            50,000
  Sales & Marketing          1,400,000
  General & Administrative     900,000
  Research & Development       150,000
                           -----------
  Total                    $ 3,150,000
                           ===========

This budget constitutes a conceptual program assuming operating capital and cash
flow are available.

Proprietary Rights
-------------------
The Company has proprietary  rights to Agilflex (TM), the  proprietary  blend of
Neptune  Krill  Oil (NKO (TM) ) and  Sierra  Sil (TM),  which  the  Company  has
developed.

Employees
----------
The Company is a  development  stage  company and  currently  has one  full-time
employee.   Management  of  the  Company  engages  consultants,   attorneys  and
accountants as necessary. Also see "Executive Compensation".

ITEM 2. DESCRIPTION OF PROPERTIES.

Administrative Offices
----------------------
The Company  currently  maintains  office at 2300 Canyon Blvd. Suite 4, Boulder,
Colorado,  80302.  The Company pays $1,537 rent per month for the 1150 square ft
office. The Company also pays $535 per month rent for its previous office.  This
second lease obligation continued until March 2006.

ITEM 3. LEGAL PROCEEDINGS.

The  Company  is not a  party  to any  pending  legal  proceedings,  and no such
proceedings are known to be contemplated.

No director,  officer or  affiliate  of the  Company,  and no owner of record or
beneficial  owner of more than 5.0% of the  securities  of the  Company,  or any
associate of any such director, officer or security holder is a party adverse to
the Company or has a material  interest  adverse to the Company in  reference to
any litigation.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS.

No matters were submitted to a vote of shareholders during the fourth quarter of
the Company's fiscal year.

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

     (a) During the fiscal year ended  December 31, 2005, the Common Shares were
not traded in any venue or market,  and there is no active market for the Common
Shares at this time.

                                  2005 FISCAL YEAR (1/1/05 TO 12/31/05)
                                  High                      Low
                                  ----                      ---
1st Quarter                       No quotes                 No quotes
2nd Quarter                       No quotes                 No quotes
3rd Quarter                       No quotes                 No quotes
4th Quarter                       No quotes                 No quotes

                                       4

<PAGE>

There  currently  is no public  market for Life USA's  common  stock in the pink
sheets,  and no  assurance  can be given  that a market  will  develop or that a
shareholder ever will be able to liquidate his investment  without  considerable
delay, if at all. If a market should develop,  the price may be highly volatile.
Unless  and until Life USA's  common  shares are quoted on the NASDAQ  system or
listed on a national  securities  exchange,  it is likely that the common shares
will be  defined  as  "penny  stocks"  under  the  Exchange  Act  and SEC  rules
thereunder.  The Exchange Act and penny stock rules generally impose  additional
sales practice and disclosure  requirements upon  broker-dealers  who sell penny
stocks  to  persons  other  than  certain  "accredited   investors"  (generally,
institutions  with assets in excess of $5,000,000 or individuals  with net worth
in excess of $1,000,000 or annual income exceeding $200,000, or $300,000 jointly
with spouse) or in transactions not recommended by the broker-dealer.

For transactions covered by the penny stock rules, the broker-dealer must make a
suitability determination for each purchaser and receive the purchaser's written
agreement prior to the sale. In addition,  the  broker-dealer  must make certain
mandated  disclosures in penny stock transactions,  including the actual sale or
purchase  price and  actual bid and offer  quotations,  the  compensation  to be
received  by the  broker-dealer  and  certain  associated  persons,  and deliver
certain disclosures required by the SEC. So long as Life USA's common shares are
considered  "penny  stocks",  many  brokers  will be reluctant or will refuse to
effect transactions in Life USA's shares, and many lending institutions will not
permit the use of penny stocks as collateral for any loans.

     (b) As of December 31, 2005,  there were 49  shareholders  of record of the
Registrant's common stock.

     (c) The Registrant has neither  declared nor paid any cash dividends on its
common stock,  and it is not anticipated that any such dividend will be declared
or paid in the foreseeable future.

         Effective August 11, 1993, the Securities and Exchange  Commission (the
"Commission")  adopted Rule 15g-9,  which established the definition of a "penny
stock," for purposes relevant to the Company,  as any equity security that has a
market price of less than $5.00 per share or with an exercise price of less than
$5.00 per share, subject to certain exceptions.  For any transaction involving a
penny  stock,  unless  exempt,  the rules  require:  (i) that a broker or dealer
approve a person's account for  transactions in penny stocks;  and (ii) that the
broker  or  dealer  receive  from  the  investor  a  written  agreement  to  the
transaction,  setting  forth the  identity and quantity of the penny stock to be
purchased.  In order to approve a person's  account  for  transactions  in penny
stocks,  the  broker  or  dealer  must  (i)  obtain  financial  information  and
investment  experience and objectives of the person;  and (ii) make a reasonable
determination that the transactions in penny stocks are suitable for that person
and that person has sufficient  knowledge and experience in financial matters to
be capable of evaluating the risks of transactions  in penny stocks.  The broker
or dealer  must also  deliver,  prior to any  transaction  in a penny  stock,  a
disclosure  schedule  prepared  by the  Commission  relating  to the penny stock
market,  which,  in highlight form, (i) sets forth the basis on which the broker
or dealer made the suitability determination; and (ii) states that the broker or
dealer  received a signed,  written  agreement  from the  investor  prior to the
transaction.  Disclosure  also has to be made  about the risks of  investing  in
penny  stock in both  public  offerings  and in  secondary  trading,  and  about
commissions payable to both the broker-dealer and the registered representative,
current  quotations for the securities and the rights and remedies  available to
an  investor  in cases of fraud in penny stock  transactions.  Finally,  monthly
statements  have to be sent  disclosing  recent price  information for the penny
stock held in the account and information on the limited market in penny stocks.

                                       5

<PAGE>

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Cautionary and Forward Looking Statements
-----------------------------------------
   In addition to  statements  of  historical  fact,  this Form 10-KSB  contains
forward-looking  statements.  The  presentation  of future  aspects of Life USA,
Inc.,  ("Life USA, Inc." the "Company" or "Issuer") found in these statements is
subject to a number of risks and  uncertainties  that could cause actual results
to differ  materially  from those  reflected  in such  statements.  Readers  are
cautioned not to place undue reliance on these forward-looking statements, which
reflect management's  analysis only as of the date hereof.  Without limiting the
generality of the foregoing,  words such as "may," "will," "expect,"  "believe,"
"anticipate,"  "intend,"  or  "could"  or the  negative  variations  thereof  or
comparable terminology are intended to identify forward-looking statements.

   These forward-looking  statements are subject to numerous assumptions,  risks
and uncertainties  that may cause Life USA, Inc. actual results to be materially
different  from any future  results  expressed  or implied by Life USA,  Inc. in
those  statements.  Important  facts  that could  prevent  Life USA,  Inc.  from
achieving any stated goals include, but are not limited to, the following:

     (a)  volatility  or decline of the  Company's  stock price;
     (b)  potential  fluctuation  in  quarterly  results;
     (c)  failure  of the  Company to earn  revenues  or  profits;
     (d)  inadequate  capital to  continue or expand its  business, inability
          to raise additional capital or financing to implement its business
          plans;
     (e) failure to make sales on an increasing basis;
     (f) rapid and significant changes in markets;
     (g) litigation with or legal claims and allegations by outside parties;
     (h) insufficient revenues to cover operating costs.

     There is no assurance that the Company will be profitable,  the Company may
not be able to successfully develop, manage or market its products and services,
the  Company  may not be able to  attract  or retain  qualified  executives  and
personnel,  the Company's products and services may become obsolete,  government
regulation may hinder the Company's business, additional dilution in outstanding
stock ownership may be incurred due to the issuance of more shares, warrants and
stock options,  or the exercise of warrants and stock  options,  and other risks
inherent in the Company's businesses.

   The Company undertakes no obligation to publicly revise these forward-looking
statements to reflect events or circumstances  that arise after the date hereof.
Readers should  carefully  review the factors  described in other  documents the
Company  files from time to time with the  Securities  and Exchange  Commission,
including the Quarterly  Reports on Form 10-QSB and Annual Report on Form 10-KSB
filed by the  Company in 2004 and any  Current  Reports on Form 8-K filed by the
Company.

Changes in Financial Condition
-------------------------------
     During the third quarter,  the company acquired Neuro Nutrition,  Inc. in a
share exchange, as a wholly owned subsidiary.  From an accounting viewpoint this
is  treated as a reverse  takeover.  This  resulted  in  substantial  changes in
capitalization due to the cash, and inventory assets of Neuro Nutrition, as well
as changes (increases) in debt acquired through Neuro. The results are that, due
to the Neuro Nutrition  subsidiary,  the company's  current assets  increased to
$180,203  and other  assets  increased  to $8,225,  for a total of  $188,427  at
December 31, 2005. The consolidated liabilities increased to accounts payable of
$99,805,  accrued expenses of $3,329,  and convertible notes payable of $500,000
and promissory notes of $17,376.  Total  liabilities are $620,510,  all of which
are  current,  at period end.  The  company has a deficit in working  capital at
December 31, 2005 of $440,307.

                                       6

<PAGE>

Comparison  of  Operating  Results  for the Year  Ended  December  31, 2005 and
December 31, 2004
--------------------------------------------------------------------------------

The company  acquired Neuro  Nutrition,  Inc. as a wholly owned  subsidiary,  in
September  2005,  in exchange for  8,300,000 shares of common stock.  The parent
company,  Life  USA,  Inc.  had  no  operations  until  the  acquisition  of its
subsidiary,  Neuro Nutrition, Inc. The operations of Neuro are presented in this
report as the successor company.

The  company  had  limited  operating  revenues  from  sales of product in 2005,
compared  to no  revenues in 2004 in the  quarter.  Revenues  for the year ended
December  31,  2005 were  $44,961,  and Cost of Goods Sold  amounted  to $28,592
resulting in gross profit of $16,369.  The Company incurred  $615,355  operating
expenses,   which   included   $463,263   for   salaries,   legal,   accounting,
administrative,  and  depreciation,  amortization  and  goodwill  write  off  of
$35,728. In addition, the company recorded an impairment loss of $116,667 on the
capitalized  Ron  Rosedale  brand name  asset.  Rosedale,  through  his  conduit
Capturing the Fire,  Inc.,  gave the company a cancellation  notice on March 21,
2006.  The notice fully impaired the asset.  The  intangible  Rosedale asset had
been valued at a fair market  value.  The company had issued  250,000  shares to
Capturing the Fire for the use of the Rosedale  brand name.  Life USA's Board of
Directors  decided  in March  2006 to  investigate  whether  Capturing  the Fire
validly earned the 250,000 shares.

Total  operating  expenses of  $615,355 in the year 2005  compare to none in the
year 2004 when  there  was no  activity  of the  parent or the  subsidiary.  The
Company  incurred  interest  expense of $29,574 in 2005  including  the $116,667
impairment  loss. The company  experienced a loss on operations of ($628,560) in
the fiscal year 2005 compared to no loss on no  operations  in fiscal 2004.  The
net loss per share was ($.19) in fiscal 2005 compared to none in fiscal 2004.

The company,  (which as discussed herein treats Neuro as the successor  company)
purchased  wholesale  inventory of krill product from a supplier NKO, as well as
Joint  Formula  capsules  from a supplier  Sierra Sil.  Inventory  was valued at
$108,983 on December  31,  2005.  There was no  inventory  a year  earlier.  The
company  continued  to work toward  increasing  sales and did increase its sales
volume by 97% from $13,884 in the third quarter to $27,388 in the fourth quarter
of fiscal 2005.

During the year 2005 Neuro Nutrition, the wholly owned subsidiary, developed its
business plan in nutraceutical  marketing,  raised $500,000 in debt, convertible
to equity, acquired inventory,  designed labels, began marketing,  and commenced
sales.

In 2004,  Life USA, Inc. had no revenues or expenses,  no activities,  and Neuro
Nutrition had not yet been active.

Management  believes  that the  trend of  increasing  quarterly  losses  did not
continue into the first fiscal quarter of 2006,  because  operations were scaled
back  due to lack of  liquidity.  Revenues  for the  first  fiscal  quarter  are
expected to increase, while operating expenses have been reduced.

The company  anticipates an increase its marketing  efforts through the infusion
of  capital  to pay for  advertising  media and sales  promotional  costs in the
second half of fiscal 2006.  These  increased  marketing and sales efforts fully
depend on the ability to raise  additional  funding.  The anticipated  loss rate
will  increase  substantially  if  management  is able to increase the sales and
marketing efforts.

LIQUIDITY AND CAPITAL RESOURCES

At year end 2005, the company had $180,203 in current assets  including  $52,750
in cash, and $108,983 in current product  inventory.  In 2004 the company had no
current  assets at year end. The company had current  liabilities of $620,510 as
of year end,  which,  when compared with current assets shows a working  capital
deficit of $(440,307) as of December 31, 2005.

The  company  does not have  sufficient  revenue  and  income  to  operate  in a
break-even  mode.  The company plans to execute an aggressive  growth  strategy,
which  requires  substantial  marketing and sales  expenses.  The budget for our
strategy,  which can only be executed if investors provide  additional  funding,
shows an anticipated  $2 million  deficit for fiscal 2006. The company will need
to fund the deficits in operating capital through debt or private  placements of
its common stock, which other than inventory, is its sole source of liquidity.

                                       7

<PAGE>

CASH FLOWS

The company had negative cash flows from  operating  activities in 2005 and none
in 2004. The increase in negative cash flow is specifically due to the company's
marketing efforts, salaries, consulting, administrative, inventory purchases and
accounting and legal.

NEED FOR ADDITIONAL FINANCING

The Company does not have capital  sufficient to meet the Company's  cash needs,
including the costs of compliance with the continuing reporting  requirements of
the  Securities  Exchange  Act of 1934.  The Company  will have to seek loans or
equity  placements to cover such cash needs. Lack of its existing capital may be
a sufficient  impediment to prevent it from  accomplishing the goal of expanding
its  operations.  There is no  assurance,  however,  that without  funds it will
ultimately allow the Company to carry out its business.

The  Company  will  need to  raise  additional  funds  to  expand  its  business
activities in the next twelve months.

No commitments to provide additional funds have been made by management or other
stockholders.  Accordingly,  there can be no assurance that any additional funds
will be  available  to the Company to allow it to cover its expenses as they may
be incurred.

Irrespective of whether the Company's cash assets prove to be inadequate to meet
the Company's  operational needs, the Company might seek to compensate providers
of services by issuances of stock in lieu of cash.

GOING CONCERN

The Company's auditor has issued a "going concern"  qualification as part of his
opinion in the Audit Report. There is substantial doubt about the ability of the
Company to continue as a "going  concern."  The Company has limited  activities,
limited
capital,  debt in the amount of  $517,376,  all of which is current,  $52,750 in
cash,  inventory  of  $108,983  minimal  other  liquid  assets,  and no  capital
commitments.  The  effects  of  such  conditions  could  potentially  cause  the
Company's bankruptcy.

Management hopes to seek and obtain funding,  via loans or private placements of
stock for operations, debt and to provide working capital. Management has plans
to seek  capital  in the form of loans or stock  private  placements  in 2006 of
approximately $2,000,000.

ITEM 7. FINANCIAL STATEMENTS.

The  response  to this item is  submitted  as a separate  section of this report
beginning on page F-1.

ITEM  8.  CHANGES  IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.

Michael Johnson & Co, formerly auditors for the Company, resigned as auditors as
of June 1, 2005, at the request of the Board. Jaspers + Hall, PC were engaged as
auditors for Company on June 1, 2005.

The Change of  Accountants  was  approved  by the Board of  Directors.  No audit
committee exists other than the members of the Board of Directors.

In  connection  with audit of the two most recent  fiscal  years and through the
date of termination of the accountants,  no disagreements  exist with any former
accountant  on any  matter of  accounting  principles  or  practices,  financial
statement disclosure, or auditing scope of procedure, which disagreements if not
resolved to the satisfaction of the former  accountant would have caused them to
make   reference  in   connection   with  his  report  to  the  subject  of  the
disagreement(s).

                                       8

<PAGE>

The audit report by Michael  Johnson & Co.,  LLC, for periods up to December 31,
2004 and 2003,  was issued  containing  an opinion  which  included a  paragraph
discussing  uncertainties  related to  continuation of the Registrant as a going
concern. No report of Michael Johnson & Co., LLC contained an adverse opinion or
disclaimer of opinion,  nor was qualified or modified as to  uncertainty,  audit
scope, or accounting principles.

ITEM 8A. CONTROLS AND PROCEDURES

a.       Evaluation of Disclosure Controls and Procedures:

Disclosure  controls  and  procedures  are  designed to ensure that  information
required to be  disclosed in the reports  filed or submitted  under the Exchange
Act is recorded,  processed,  summarized  and  reported,  within the time period
specified  in the SEC's  rules and forms.  Disclosure  controls  and  procedures
include,  without  limitation,  controls and procedures  designed to ensure that
information required to be disclosed in the reports filed under the Exchange Act
is accumulated  and  communicated  to management,  including the Chief Executive
Officer and Chief Financial Officer,  as appropriate,  to allow timely decisions
regarding  required  disclosure.  As of the end of the  period  covered  by this
report,  the Company  carried out an evaluation,  under the supervision and with
the  participation  of the Company's  management,  including the Company's Chief
Executive  Officer and Chief  Financial  Officer,  of the  effectiveness  of the
design and operation of the Company's disclosure controls and procedures.  Based
upon and as of the date of that  evaluation,  the Chief  Executive  Officer  and
Chief Financial  Officer  concluded that the Company's  disclosure  controls and
procedures are effective to ensure that information  required to be disclosed in
the reports the Company  files and submits  under the  Exchange Act is recorded,
processed, summarized and reported as and when required.

b.       Changes in Internal Control over Financial Reporting:

There were no changes in the Company's internal control over financial reporting
identified in connection with the Company evaluation of these controls as of the
end of the period covered by this report that could have significantly  affected
those  controls  subsequent  to the date of the  evaluation  referred  to in the
previous  paragraph,  including any correction action with regard to significant
deficiencies and material weakness.

ITEM 8B. OTHER INFORMATION

None.

PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
WITH SECTION 16(A) OF THE EXCHANGE ACT.

The following individuals are the Company's directors and executive officers:

Name                       Position Held                      Tenure
- ------------------------------------------------------------------------------
Rick N. Newton             Chief Executive Officer and
                           acting Chief Financial Officer     Since 2005
Steve Parkinson            Director, Chairman of the Board    Since 2005
Michael Schuett            Director and President             Since 2005
Kelly Kendall              Director                           Since 2002 *
Wesley F. Whiting          Secretary, Treasurer, and Director Since 2003 *
Leland E. Watson, II       Director                           Since 2003 *

* Kendall,  Whiting,  and Watson were directors of Life USA prior to the reverse
acquisition,  and remained on the board.  Schuett and Parkinson joined the Board
of Directors upon the close of the Neuro acquisition.

                                       9

<PAGE>

Background information about each director and executive officer is as follows:
------------------------------------------------------------------------------

Rick N. Newton, P.E., Chief Executive Officer
-------------------------------------------
Mr.  Newton  has  with 30+  years  of  multi-industry  experience  ranging  from
start-ups  to Fortune 10  corporations.  He has worked  with  hundreds  of these
projects  during his career as a corporate  intrapreneur  and  entrepreneur.  He
worked 16 years at IBM, the last half doing  Corporate  Venturing.  He worked at
American  Express,   responsible  for  the  Investment   Banking  marketing  and
operations of small, high growth companies.  Mr. Newton has a Bachelor degree in
Mechanical Engineering and an MBA from the University of Colorado.

Over the past 5 years Mr. Newton held the following  corporate  positions:  From
March 1999 to present  President and CEO of Wisdom in Action,  Inc., a privately
held small business;  From 1987 to present Executive director and CEO of Systems
Science  Institute,  a privately  held small  business;  From  September 2004 to
present  General  Partner of Conscious  Capital Fund LP,  privately held limited
partnership; From September 2004 to present managing member of Conscious Capital
Management LLC,  privately held general partner of Conscious  Capital Fund; From
September 2004 to present managing member of Conscious  Capital  Consulting LLC,
privately  held limited  liability  company;  From January 2002 to December 2003
Chairman of Socially Responsible Private Equity Networks, Inc., a privately held
corporation;  College Bound Student  Alliance,  Inc., a publicly traded company,
chairman of the board of directors  from April 1999 to December  2002,  Director
from  April 1999 to January  2006,  and  Chairman  of the Audit  Committee  from
December  2002 to January  2005;  From  January 2000 to April 2005 member of the
Board of  Directors  and  Chairman of the  Compensation  Committee  of Chartwell
International,  Inc., a publicly traded company; From March 2005 to January 2006
Board of Directors at Kingsley Capital Inc., a privately held corporation;  From
January  2002 to January  2005  Board of  Directors  at Pasta  Fresca,  Inc.,  a
privately held corporation; From August 2000 to April 2001 Executive Director of
the  University of Colorado Bard  Entrepreneur  Center;  From July 1999 to April
2001 Chairman of the University of Colorado Rutt Bridges  Venture  Capital Fund;
From December  1998 to December  2001 Board of Directors of the Rockies  Venture
Club;   From  November  2003  to  October  2004  Vice   President   Finance  and
Administration  at BioCare  Systems,  Inc. a privately  held  corporation;  From
January 2004 to October 2005 Board of Directors of Wed Steps,  Inc., a privately
held corporation; From June 2000 to January 2002 founder and member of the Board
of Directors of Lighthouse Enterprise Holdings, Inc., a private company.

Steve Parkinson, Director
-------------------------------------
Mr.  Parkinson  is a founder,  with over  twenty-five  years  experience  in the
biotechnology industry,  including the management of companies, from early-stage
to  commercial  success.  His range of  experience  includes  private and public
equity  funding,  management  team  building,  major  corporate  collaborations,
in-licensing and out-licensing,  as well as mergers/acquisitions.  He has raised
over $85 million in equity and corporate financing. From January 2002 to January
2006 he served as President  and CEO of  CereMedix,  Inc., a drug  discovery and
development  company based in Maynard,  MA. From 2001 to 2005 Mr.  Parkinson was
also a member of the Board of Directors of CereMedix,  Inc. From January 1998 to
November  2001 he was  President,  CEO and member of the Board of  Directors  of
TranXenoGen,  Inc., a biotechnology firm in Shrewbury,  MA. From 2003 to 2004 he
was also member of the Board of  Directors of Lifeline  Nutraceuticals,  Inc., a
publicly held nutraceutical company. From 2005 to present he served as member of
the Board of Directors of Pathogen Detection Systems,  Inc. Mr. Parkinson brings
a  combination  of  scientific  and  technical   expertise  along  with  product
assessment, business, commercial, and marketing skills to Life USA, Inc.

Michael (Mickey) Schuett, Director, President, and VP Sales
---------------------------------------------------------
Mr.  Schuett is a founder with over 35 years of experience  in business.  He was
President/CEO  of Wilmette News a family owned newspaper in Wilmette,  Illinois.
The business was sold to the Chicago Tribune in 1982. After selling his company,
he went to the Kemper School of Ergonomics, founded Sit Rite International,  and
became the  President/CEO.  Sit Rite became a leader in  ergonomic  seating with
clients such as Hughes Aircraft,  3M, Baxter Labs, Abbott Labs and many more. He
sold Sit Right and became the National  Sales  Director  for Metier,  a maker of
state of the art ergonomic  workstations.  In his 16 years as an ergonomist,  he
worked  with the  Health  & Safety  Departments  of many  major US  Corporations
including  State  Farm  Insurance,   Honeywell,  Southwest  Airlines,  Northwest
Airlines  and many more.  More  recently,  Mr.  Scheutt  has worked for New Hope
Natural  Media  as  a  Sales   Manager.   This  position  gave  him  a  complete
understanding  of the  industry.  From  there,  he  took  a  position  with  NSF
International and launched the Good

                                       10

<PAGE>

Manufacturing  Practices  Program which has been very successful in allowing the
manufacturer's  facilities  and products to be certified  for FDA  approval.  In
2002,  he joined  Nature's  Sources as  National  Sales  Manager in charge of an
independent  sales force that covers the United States.  Having worked in almost
every aspect of the natural products industry,  he has identified a need to have
science/research-based  products  marketed  directly to the practitioners and to
the consumers.

Kelly  Kendall, age 30, Director.
---------------------------------
Mr. Kendall  received a B.S. in Business  Management in 1999 from  University of
Phoenix.  From  1993-1996 he was in the U.S.  Marine Corps.  In 1998-1999 he was
President of A Musician's Touch, Inc. which attempted to start an internet music
marketing service. In 2001-2002 he was President of eMotion Records,  Inc. which
was formed to market Mr. Kendall's keyboard music as custom music for multimedia
productions.  A subsidiary of eMotion was A.N.A. Soundscapes,  which was to be a
music producer for multimedia for other musicians.  Mr. Kendall filed a personal
bankruptcy  in 1999.  Mr.  Kendall was  employed  by Comp USA as Service  Center
Manager in 1999-2000.  Comp USA is a computer  retailer.  In 2000-2001 he was an
account  executive for Sapphire  Technology,  a software  seller.  Mr. Kelly was
Chief  Operating  Officer  of  TheFinancialNetwork.com  from  early  2003  until
February 2004.

Wesley Whiting, age 72, Secretary, Treasurer and Director.
----------------------------------------------------------
Mr. Whiting was President,  director,  and secretary of Berge Exploration,
Inc.  (1978-88),  an oil  and  gas  exploration  company,  and  President,  vice
president,  and  director  of NELX,  Inc.  (1994-1998),  engaged in real  estate
development and attempts at technology  development,  and was vice president and
director of  Intermountain  Methane  Corporation  (1988-91),  and  President  of
Westwind Production,  Inc.  (1997-1998),  an oil and gas exploration company. He
was a director of Kimbell  deCar  Corporation  (1998 until 2000) and he has been
President  and a director  of Dynadapt  System,  Inc.  since 1998,  a company in
reorganization without business. Dynadapt attempted to develop web site software
solutions  and is inactive.  He was a Director of Colorado  Gold & Silver,  Inc.
from 1999 to 2000. He was President  and director of Business  Exchange  Holding
Corp. from 2000 to date and Acquisition  Lending,  Inc. (2000 to date),  both of
which are private holding companies for stock  investments.  He was director and
Vice President of Utilitec,  Inc, 1999 to 2003. It sought to be an environmental
remediation  business.  He was president of Premium  Enterprises,  Inc. October,
2002 to December 30, 2002 and was a director of Premium  Enterprises,  Inc. from
October  2002 to June  2003.  Premium  Enterprises  is  engaged  in the "text to
multimedia  conversion"  business.  He has been President and Director of Fayber
Group, Inc. since 2003, which is dormant.

Leland E. Watson, II, age 56, Director.
--------------------------------------
Mr. Watson was President and a Director of Goaltimer  International,  Inc. since
inception  until 2002.  He has been  Marketing  Manager of  National  Printing &
Packaging (Direct Marketing Division) in Denver, Colorado from September 2000 to
2005. He was senior  Account  Executive at  EAGLEDIRECT.COM  (Division of Master
Graphics) in Denver,  Colorado  from October 1997 to September  2000.  He was an
Account  Executive,  Writer  and  Marketing  Manager  of Print  20/20 in Denver,
Colorado  from February 1997 to October 1997. He was a Sales Manager for Oran V.
Siler  Printing Co. in Denver,  Colorado  from July 1996 to February  1997.  His
education is an associate degree in Graphic Arts and in Business Management. Mr.
Watson was  appointed a director of  Registrant  in August 2003.  Mr. Watson has
been an officer of TheFinancialNetwork.com since 2003.

COMPLIANCE  WITH SECTION 16(A) OF EXCHANGE ACT

Section 16(a) of the Exchange Act requires the Company's officers and directors,
and certain persons who own more than 10% of a registered class of the Company's
equity  securities  (collectively,  "Reporting  Persons"),  to file  reports  of
ownership and changes in ownership  ("Section 16 Reports")  with the  Securities
and Exchange  Commission (the "SEC").  Reporting Persons are required by the SEC
to furnish the Company with copies of all Section 16 Reports they file.

                                       11

<PAGE>

Based solely on its review of the copies of such Section 16 Reports  received by
it, or written  representations  received from certain  Reporting  Persons,  the
following persons were required to file forms pursuant to Section 16(a):

Name                                    Form Filed                      Date
-------------------------------------------------------------------------------
Kelly Kendall                                   3                       7/22/03
Wesley F. Whiting                               3                       7/22/03
Leland E. Watson, II                            3                       7/22/03
Steve Parkinson                                 3                       10/3/05
Michael Schuett                                 3                       10/3/05

There  was  no  Form 3  filed  for  Richard  N.  Newton.  There  are  no  family
relationships among the members of the Board of Directors and Management.

As of the date of filing this report,  Michael Schuett is the only employee. All
other management members are contractors.  None of the directors is accruing any
compensation pursuant to any agreement with the Company. No retirement, pension,
profit  sharing,  or  insurance  programs or other  similar  programs  have been
adopted by the Company for the benefit of its employees.  Life USA has adopted a
stock  option  plan.  The plan allows  grants up to a total of  2,000,000  stock
options.

ITEM 10. EXECUTIVE COMPENSATION.

The following table sets forth certain  information  concerning the remuneration
paid by the  Company  for the fiscal  year ended  December  31,  2005,  for each
officer and director.
<TABLE>
<CAPTION>
<S>                                                               <C>

SUMMARY COMPENSATION TABLE OF EXECUTIVES
                                Annual Compensation               Awards
---------------------------------------------------------------   -----------------------
Name and Principal       Year   Salary    Bonus    Other Annual   Restricted   Securities
Position                        or Fee             Compensation        Stock   Underlying
                                   ($)      ($)             ($)   Awards ($)      Options
                                                                                 SARs (#)
---------------------------------------------------------------   -----------------------
Richard N. Newton
CEO                      2005    15,000       0               0            0      187,500
Consulting
---------------------------------------------------------------   -----------------------
Michael Schuett
President and Director   2005    46,666       0               0            0            0
---------------------------------------------------------------   -----------------------
Steve Parkinson
Director                 2005         0       0               0            0            0
---------------------------------------------------------------   -----------------------
Leland E. Watson, II     2003         0       0               0            0            0
Director                 2004         0       0               0            0            0
                         2005         0       0               0            0            0
---------------------------------------------------------------   -----------------------
Kelly Kendall,           2003         0       0               0            0            0
President(Resigned 2005) 2004         0       0               0            0            0
and Director             2005         0       0               0            0            0
---------------------------------------------------------------   -----------------------
Wesley F. Whiting        2003         0       0               0            0            0
Secretary/Treasurer,     2004         0       0               0            0            0
(Resigned 2005)
and Director             2005         0       0               0            0            0
---------------------------------------------------------------   -----------------------
All Officers             2003         0       0               0            0            0
as a group               2004         0       0               0            0            0
                         2005    61,666       0               0            0      187,500
===============================================================   =======================

</TABLE>

                                       12

<PAGE>




Directors' Compensation
------------------------

                             Directors' Compensation
                      For the year ended December 31, 2005
----------------------------------------------------------------------------
Name                       Annual  Meeting  Consulting    Number   Number of
                         Retainer     Fees  Fees/Other        of  Securities
                          Fee ($)      ($)    Fees ($)    Shares  Underlying
                                                                   Options
                                                                   SARs (#)
----------------------------------------------------------------------------
A. Director                    0        0           0          0          0
   Steve Parkinson
B. Director                    0        0           0          0          0
   Michael Schuett
C. Director                    0        0           0          0          0
   Kelly Kendall
D. Director                    0        0           0          0          0
   Wesley F. Whiting
E. Director                    0        0           0          0          0
   Leland E. Watson, II
                              --       --          --         --         --
Directors as a Group           0        0           0          0          0
----------------------------------------------------------------------------

Long Term Compensation Plans and Stock Options.
-----------------------------------------------
The company has no long term  compensation  plans,  but the Board has adopted an
Employee  Consultant  Stock Option Plan pursuant to which Rick Newton has earned
187,500  options to purchase  shares at $.50. All options granted under the plan
have been issued as follows:

                                           OPTION TABLE

   Name             # of Options          Exercise Price             Expiry Date
   ----             ------------          --------------             -----------
   KMG Marketing          25,000                    $.50                1/1/2011
   Rick Newton           187,500                    $.50                1/1/2011
   AND Consulting         67,500                    $.50                1/1/2011
   John  Schoonbrood      45,000                    $.50                1/1/2011
                         -------
   Total                 325,000
                         =======

Audit Committee
----------------
The Company  does not have an Audit  Committee.  The members of the Board sit as
the Audit Committee. A qualified financial expert has been hired as acting CFO.

Code of Ethics
--------------
The  Company  has not  adopted a Code of Ethics  for the Board and the  salaried
employees.

Committees and Procedures
---------------------------
     (1)  The registrant  has no standing  audit,  nominating  and  compensation
          committees of the Board of Directors, or committees performing similar
          functions.  The Board  acts  itself in lieu of  committees  due to its
          small size.

     (2)  The view of the board of directors is that it is  appropriate  for the
          registrant  not  to  have  such  a  committee  because  all  directors
          participate in the consideration of director nominees and the board is
          so small.

     (3)  Each of the members of the Board which acts as nominating committee is
          not  independent,  pursuant to the  definition  of  independence  of a
          national  securities  exchange  registered pursuant to section 6(a) of
          the Act (15 U.S.C. 78f(a).

                                       13

<PAGE>

     (4)  The   nominating   committee   has  no  policy   with  regard  to  the
          consideration  of any  director  candidates  recommended  by  security
          holders,   but  the  committee  will  consider   director   candidates
          recommended by security holders;

     (5)  The  basis  for  the  view  of  the  board  of  directors  that  it is
          appropriate for the registrant not to have such a policy is that there
          is no need to adopt a policy for a small company.

     (6)  The  nominating  committee  will consider  candidates  recommended  by
          security   holders,   and  by  security  holders  in  submitting  such
          recommendations; should provide a completed Directors Questionnaire to
          the company

     (7)  There are no  specific,  minimum  qualifications  that the  nominating
          committee  believes must be met by a nominee  recommended  by security
          holders except to find anyone willing to serve with clean  background.
          There  are no  differences  in the  manner  in  which  the  nominating
          committee evaluates nominees for director based on whether the nominee
          is recommended by a security holder, or found by the board.

     (8)  The  nominating  committee's  process for  identifying  and evaluation
          nominees for  director,  including  nominees  recommended  by security
          holders,  is to find  anyone  willing to serve with clean  background.
          There  are no  differences  in the  manner  in  which  the  nominating
          committee evaluates nominees for director based on whether the nominee
          is recommended by a security holder, or found by the board.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The  following  table sets  forth,  as of  December  31,  2005,  the  beneficial
ownership  of Common  Stock by each  person  who is known by the  Company to own
beneficially  more than 5% of the issued and  outstanding  Common  Stock and the
shares of Common Stock owned by each nominee and all officers and Directors as a
group.  Each person has sole voting and investment power as to all shares unless
otherwise indicated.

SHAREHOLDERS/BENEFICIAL                         NUMBER OF SHARES       OWNERSHIP
OWNERS                                                                PERCENTAGE
-------------------------------------------------------------------------------
Steve Parkinson, Director                            2,000,000               21%
   2300 Canyon Blvd. Suite 4, Boulder CO 80302
Michael Schuett President /Director                  2,000,000               21%
   2300 Canyon Blvd. Suite 4, Boulder, CO 80302
Bradley Family Trust                                   754,000                8%
   2300 Canyon Blvd. Suite 4, Boulder, CO 80302
Rick Newton, CEO                                       187,500 (1)            2%
   2300 Canyon Blvd. Suite 4, Boulder, CO 80302
Kelly Kendall, Director                                  5,000               <1%
   1020 W. Timbervale Trail, Highlands Ranch, CO 80219
Wesley F. Whiting, Director                              5,000               <1%
   10200 W. 44th Ave., Suite 210E, Wheat Ridge, CO 80033
Leland Watson, Director                                  5,000               <1%
   2300 Canyon Blvd. Suite 4, Boulder, CO 80302
                                                     ---------             -----
All directors and executive (1)
officers as a group (6 persons)                      4,202,500 (2)           44%
                                                     =========             =====
(1) Includes 187,500 options owned by Richard N. Newton, CEO.
(2) Does not include Bradley Family Trust.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

No officer,  director,  or  affiliate of the Company has or proposes to have any
direct or indirect material interest in any asset proposed to be acquired by the
Company through security holdings, contracts, options, or otherwise.

                                       14

<PAGE>

The Registrant  executed a Plan & Agreement of  Reorganization  ("Agreement") by
and among the  Registrant,  and Neuro  Nutrition,  Inc., a Colorado  corporation
("Neuro Nutrition, Inc."), and shareholders of 100% of the common stock of Neuro
Nutrition on September 9, 2005 (the "Neuro Nutrition  Shareholders").  Under the
Agreement (i) the Registrant would issue 8,300,000 shares of its common stock to
the Neuro  Nutrition  Shareholders  in exchange  for 100% of the common stock of
Neuro Nutrition,  (ii) Neuro Nutrition would become a wholly-owned subsidiary of
the Registrant. Neuro Nutrition was organized in Colorado on July 23, 2004.

The  Registrant  relied upon Section 4(2) of the Securities Act for the exchange
of shares.  It believed  that Section 4(2) was  available  because the offer and
exchange did not involve a public offering and there was no general solicitation
or general advertising involved in the offer or sale.

Michael  Schuett and Steve  Parkinson,  directors,  (Mr.  Schuett is  President)
became  shareholders  of  2,000,000  shares  each as a  result  of the  Plan and
Agreement of  Reorganization,  and the resulting Share Exchange.  Bradley Family
Trust also became  holder of 754,000  shares as a result of the above  described
transaction.

Mr. Schuett is an officer and director and received  salary form company in 2005
of $46,666.  Rick Newton is CEO and  received  $15,000 in salary and options for
187,500 shares at $.50 per share.

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.

(a)  Documents filed as a part of this report:
     -----------------------------------------

     (1)  Financial Statements.
          Independent Auditors' report
          Balance Sheets at December 31, 2005 and 2004.

          Statements  of  Operations  for the years ended  December 31, 2005 and
          2004.

          Statements  of Cash Flows for the years  ended  December  31, 2005 and
          2004.

          Statements of  Stockholders'  Equity for the years ended  December 31,
          2005 and 2004.

          Notes to Financial Statements at December 31, 2005 and 2004.

(b)  Reports on Form 8-K:
     --------------------

The Registrant  filed the following  reports on Form 8-K during the last quarter
of the period covered by this Report:

November 7, 2005.  This 8-K was filed to report that 454,000  restricted  common
shares  were  issued in  satisfaction  of a $113,500  cash  advance to 2 persons
pursuant to the exemption from Registration under Section 4(2).

December 2, 2005.  This 8-K was filed to amend the 8K dated November 7, 2005, to
report that 454,000  restricted  common shares were issued in  satisfaction of a
$113,500 cash advance to 2 persons  pursuant to the exemption from  Registration
under Section 4(2).

December 7, 2005.  This Form 8K was filed to provide  information on a financial
obligation and several other events.

December 8, 2005.  This Form 8K/A was filed to provide the Financial  Statements
and Proforma Consolidated  Financial Information with SEC Rules and Regulations,
supplementary  to the  Acquisition  discussed in the 8/K filed by the Company on
September 13, 2005.

                                       15

<PAGE>

(c) Exhibits:

          10.8 2006 Stock Option Plan (Employees/Consultants)
          31   CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT
          32   CERTIFICATION OF DISCLOSURE  PURSUANT TO 18 U.S.C.  SECTION 1350,
               AS ADOPTED PURSUANT TO SECTION 906 OF THE  SARBANES-OXLEY  ACT OF
               2002

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

General.  Jaspers  + Hall,  PC,  CPAs  ("Jaspers")  is the  Company's  principal
auditing  accountant  firm.  The  Company's  Board of Directors  has  considered
whether the provisions of audit services is compatible with maintaining Jaspers'
independence.

Audit  Fees.  Jaspers  + Hall  billed  the  Company  $5,000  for  the  following
professional  services:  audit of the financial  statements of Neuro  Nutrition,
Inc.  for the nine month  period ended  September  30,  2005,  and review of the
interim  financial  statements  included in quarterly reports on Form 10-QSB for
the period ended September 30, 2005. Jaspers + Hall did not bill the Company for
services prior to the September 30, 2005, review.

There  were no audit  related  fees in 2005 or 2004.  There  were no tax fees or
other fees in 2005 or 2004 paid to Auditors or Auditors' affiliates.

Audit fees for 2005 have not been  determined  but are  estimated  not to exceed
$10,000 to Jaspers + Hall P.C.

The  Company's  Board  acts as the  audit  committee  and  had no  "pre-approval
policies and  procedures"  in effect for the auditors'  engagement for the audit
year 2005 and 2004.

All audit work was performed by the auditors' full time employees.

                                       16

<PAGE>




                              FINANCIAL STATEMENTS
                                TABLE OF CONTENTS
                               For the Years Ended
                           December 31, 2005 and 2004




                                                              PAGE
                                                              -------

INDEPENDENT AUDITOR'S REPORT.............................     F-1

BALANCE SHEETS...........................................     F-2

STATEMENT OF OPERATIONS ...................................   F-3

STATEMENT OF CASH FLOWS...................................    F-4

STOCKHOLDERS' EQUITY (DEFICIT)............................    F-5

NOTES TO FINANCIAL STATEMENTS..............................   F-6 - F-12

<PAGE>

                                 Life USA, Inc.
                          (A DEVELOPMENT STAGE COMPANY)
                              FINANCIAL STATEMENTS

                      FOR THE YEAR ENDED DECEMBER 31, 2005

<PAGE>


                              FINANCIAL STATEMENTS

             Report of Independent Registered Public Accounting Firm


JASPERS + HALL, PC
CERTIFIED PUBLIC ACCOUNTANTS
--------------------------------------------------------------------------------
9175 E. Kenyon Avenue, Suite 100
Denver, CO 80237
303-796-0099

To the Board of Directors
Life USA, Inc.

We have audited the accompanying  balance sheet of Life USA, Inc., a development
stage  company,  as  of  December  31,  2005,  and  the  related  statements  of
operations,  stockholders'  deficit  and  cash  flows  for the year  then  ended
December 31, 2005, and for the period July 23, 2004  (inception) to December 31,
2005.  These  financial  statements  are  the  responsibility  of the  Company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audit.

We  conducted  our audit in  accordance  with  auditing  standards of the Public
Company Accounting Oversight Board (United States). Those standards require that
we plan and perform the audit to obtain  reasonable  assurance about whether the
financial  statements  are free of  material  misstatement.  An  audit  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  financial  statements.  An audit also  includes  assessing  the  accounting
principles  used  and  significant  estimates  made  by  management,  as well as
evaluating the overall  financial  statement  presentation.  We believe that our
audit provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial position of Life USA, Inc., as of December
31, 2005, and the results of their  operations and their cash flows for the year
then ended  December  31, 2005 and for the period July 23, 2004  (inception)  to
December 31, 2005 in conformity with accounting principles generally accepted in
the United States of America.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 2 to the
financial  statements,  the Company's  suffered  losses from  operations and its
difficulties  in generating  sufficient  cash flow to meet its  obligations  and
sustain its operations raise  substantial doubt about its ability to continue as
a going concern.  Management's plans concerning these matters are also described
in Note 2. The financial  statements do not include any  adjustments  that might
result from the outcome of this uncertainty.

/s/Jaspers + Hall, PC
Jaspers + Hall, PC
Denver, Colorado
February 3, 2006

                                      F-1

<PAGE>




                              Life USA, Inc.
                      (A Development Stage Company)
                             Balance Sheets

                                                December 31       December 31
                                                       2005              2004
                                                -----------       -----------
ASSETS
    Cash and cash equivalents                  $     52,750       $         0
    Accounts Receivable - trade                         646                 0
    Accounts Receivable - other                       5,925                 0
    Inventory                                       108,983                 0
    Prepaid Expenses                                 11,899                 0
                                                 ----------       -----------
   Total Current Assets                             180,203                 0

Other Assets:
    Fixed Assets (Net)                                8,225                 0
                                                 ----------       -----------
  Total Other Assets                                  8,225                 0
                                                 ----------       -----------
TOTAL ASSETS                                     $  188,427       $         0
                                                 ==========       ===========

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities
   Accounts Payable - Trade                      $   99,805       $         0
   Accrued Expenses                                   3,329                 0
   Notes Payable                                     17,376                 0
   Convertible Notes Payable                        500,000                 0
                                                -----------       -----------
     Total Current Liabilities                      620,510                 0
                                                -----------       -----------
Stockholders' Deficit
   Common Stock: par value of $0.0001,
     100,000,000 shares authorized, and
     9,540,534 shares and 0 shares issued
     and outstanding respectively                       954                 0
   Additional paid-in capital                       195,523                 0
   Deficit accumulated during
     the development stage                         (628,560)                0
                                                 ----------       -----------
TOTAL STOCKHOLDERS' DEFICIT                        (432,083)                0
                                                 ----------       -----------
TOTAL LIABILITIES AND
STOCKHOLDERS' DEFICIT                            $  188,427       $         0
                                                 ==========       ===========

The accompanying notes are an integral part of these financial statements.

                                      F-2

<PAGE>





                                 Life USA, Inc.
                          (A Development Stage Company)
                             Statements of Operation


                                               July 23, 2004     July 23, 2004
                               Year ended     (Inception) to    (Inception) to
                              December 31        December 31       December 31
                                     2005               2004              2005
                       ------------------    ---------------    --------------
Sales revenues                  $  44,961          $       0         $  44,961
Cost of goods sold                 28,592                  0            28,592
                                ---------          ---------         ---------
   Gross profit                    16,369                  0            16,369
                                ---------          ---------         ---------
Operating Expenses
   Goodwill write off              14,454                  0            14,454
   General and administrative     475,460                  0           475,460
   Impairment loss                116,667                  0           116,667
   Depreciation and amortization    8,774                  0             8,774
                                ---------          ---------         ---------
   Total Operating Expenses       615,355                  0           615,355
                                ---------          ---------         ---------
Other Income and Expenses
   Interest Expense               (29,574)                 0           (29,574)
                                ---------          ---------         ---------
Net Other Income (Expense)        (29,574)                 0           (29,574)
                                ---------          ---------         ---------
Net Loss                        $(628,560)         $       0         $(628,560)
                                =========          =========         =========

Per Share Information
Profit (Loss) per common share
  Basic                         $   (0.19)         $    0.00
  Fully Diluted                     (0.19)              0.00
                                 --------           --------
Weighted average number of
shares outstanding              3,289,148                  0
                                ---------           --------

The accompanying notes are an integral part of these financial statements.

                                      F-3

<PAGE>
<TABLE>
<CAPTION>



                                 Life USA, Inc.
                          (A Development Stage Company)
                            Statements of Cash Flows
                                 Indirect Method
<S>                                        <C>           <C>              <C>

                                                          July 23, 2004    July 23, 2004
                                            Year Ended   (Inception) to   (Inception) to
                                           December 31      December 31      December 31
                                                  2005             2004             2005
                                           -----------    -------------     ------------
Cash Flows from Operating Activities:
   Net Profit (Loss)                        $ (628,560)       $       0       $ (628,560)
 Adjustments to reconcile net loss
    to net cash used
    by operating activities
  Stock Warrants expensed for services          64,107                0           64,107
  Stock Issuance for services                      275                0              275
  Amortization and depreciation                  8,774                0            8,774
  Goodwill write off                            14,454                0           14,454
  Impairment loss ad back                      116,667                0          116,667
  Decrease (increase) Accounts Receivable       (6,571)               0           (6,571)
  Decrease (increase) in Inventory            (108,983)               0         (108,983)
  Decrease (increase) in Pre-paid Expenses     (11,899)               0          (11,899)
  Increase (Decrease) in Accounts Payable       99,751                0           99,751
  Increase (Decrease) in Accrued Expenses        3,329                0            3,329
                                               -------          -------          -------

Net Cash Provided (used)
   by Operating Activities                    (448,655)               0         (448,655)
                                               -------          -------          -------
Cash Flows from Investing Activities:
   Equipment acquired                           (8,666)               0           (8,666)
                                               -------          -------          -------
Net Cash Used In Investing Activities           (8,666)               0           (8,666)
                                               -------          -------          -------
Cash Flows from Financing Activities
   Proceeds (redemption) Notes                 502,296                0          502,296
   Proceeds from stock issuance                  7,775                0            7,775
                                               -------          -------          -------
Net Cash provided (used) by
   Financing Activities                        510,071                0          510,071
                                               -------          -------          -------
Increase (Decrease) in Cash                     52,750                0           52,750

Cash and Cash Equivalents - Beginning
of Period                                            0                0                0
                                               -------          -------         --------
Cash and Cash Equivalents - End of Period     $ 52,750          $     0         $ 52,750
                                              ========          =======         ========
SUPPLEMENTAL DISCLOSURE OF CASH
FLOW INFORMATION

 Cash paid for interest expense               $    119          $     0         $    119
                                              ========          =======         ========
 Cash paid for income taxes                   $      0          $     0         $      0
                                              ========          =======         ========
NON-CASH TRANSACTIONS
 Stock Warrants granted for services          $ 64,107          $     0         $ 64,107
 Stock issued for services                    $    275          $     0         $    275
 Acquisition Rosedale name
  for 250,000 common shares                   $125,000          $     0         $125,000
  Note payable assumed in reverse takeover    $ 15,080          $     0         $ 15,080
                                              ========          =======         ========

The accompanying notes are an integral part of these financial statements.

</TABLE>

                                      F-4

<PAGE>
<TABLE>
<CAPTION>



                                 LIFE USA, Inc.
                          (A Development Stage Company)
                       Statement of Stockholders' Deficit
<S>                          <C>          <C>      <C>      <C>       <C>        <C>

                                                                            Acc.
                                                    Common      Addi-    Deficit
                                                     Stock     tional     during
                                  Common Stock      to be    paid-in    develop-
                                 Shares   Amount   issued    capital  ment stage    Totals
                                 ------   ------   ------    -------   --------    -------
Balance-July 23, 2004
(Inception)                           -   $    -   $    -     $    -     $    -   $      -
                                 ------   ------   ------     ------   --------   --------
Balance-December 31, 2004             -        -        -          -          -          -
Recapitalization                786,534       79        -   (134,259)         -   (134,180)
Stock issued for
 Rosedale name                  250,000       25        -    124,975          -    125,000
Stock issued for services       275,000       27        -        248          -        275
Warrants granted for services         -        -        -     64,107          -     64,107
Stock issued for acquisition  7,775,000      778        -      6,997          -      7,775
Stock issued for cash           454,000       45        -    113,455          -    113,500
Debt forgiven by John Bradley         -        -        -     20,000          -     20,000
Net loss                              -        -        -          -   (628,560)  (628,560)
                             ----------    -----      ---    -------   ---------  ---------
Balance December 31, 2005     9,540,534    $ 954      $ 0   $195,523  $(628,560) $(432,083)
                             ==========    =====      ===    =======   ========   =========

The accompanying notes are an integral part of these financial statements.

</TABLE>

                                      F-5

<PAGE>


                                 LIFE USA, INC.
                         (A Development Stage Company)
                   Notes to Consolidated Financial Statements
                                December 31, 2005 (continued)

Note 1 - The Company

Life USA,  Inc.  (the  "Company")  was  originally  incorporated  in Colorado in
January,  1997. The original name of the Company was Lifeline USA, Inc. Articles
of  Amendment to the  Articles of  Incorporation  were filed on January 16, 1997
changing  the  Company  name  to Life  USA,  Inc.  To  solve  an  administrative
dissolution  it  reincorporated  in 2002. An  administrative  dissolution  is an
action  taken by the  Secretary  of State to cancel it as a  corporation  due to
failure to file an annual report and pay an annual fee. The Company shareholders
approved  incorporation  of Life USA, Inc. again in 2001, and then the directors
acting as  trustees  entered  into a merger of the old Life USA,  Inc.  with the
reincorporated  Life  USA,  Inc.  The  Company  was  organized  to engage in any
activity or business  not in conflict  with the laws of the State of Colorado or
of the United States of America.

In 2001 the Company  entered into a Share  Exchange  Agreement with World Health
Management,  Inc.  shareholders  ("World Health") in which the Company exchanged
58,384 shares to  shareholders  of World Health for the control of World Health,
which was liquidated.

On  September  13, 2005,  Life USA,  Inc. and Neuro  Nutrition,  Inc.  signed an
agreement  whereby,  Life USA purchased all of the issued and outstanding shares
of Neuro Nutrition, Inc. for 8,300,000 shares of its common stock. Legally Neuro
has become a 100% wholly owned subsidiary of Life USA, Inc.

The  acquisition  of  Neuro  by the  Company  was  accounted  for  as a  reverse
acquisition  under the purchase method of accounting  since the  shareholders of
Neuro obtained control of the consolidated entity. Accordingly,  the combination
of the two companies was recorded as a  recapitalization  of Life USA, Inc. with
Neuro  being  treated  as  the  continuing  entity.  The  historical   financial
statements presented are those of Neuro.

Neuro was  incorporated  on July 23, 2004, as 4 Your Life Nutrition Inc., in the
state of Colorado,  and has been in the  development  stage since.  There was no
activity  until January 2005. On January 6, 2005, the Company's name was changed
to  Neuro  Nutrition  Inc.  It  is  primarily   organized  for  the  purpose  of
distributing health supplements.

Note 2 - Going Concern

The Company's financial statements have been presented on the basis that it is a
going concern, which contemplates the realization of assets and the satisfaction
of liabilities in the normal course of business.

The Company is a development  stage company and has earned limited  revenue from
operations. The Company's current liabilities exceed current assets by $440,307.
The  Company's  ability to continue  as a going  concern is  dependent  upon its
ability to develop  additional  sources of capital or locate a merger  candidate
and  ultimately,  achieve  profitable  operations.  The  accompanying  financial
statements do not include any adjustments  that might result from the outcome of
these  uncertainties.  Management  is  seeking  new  capital to  revitalize  the
Company.

Note 3 - Summary of Significant Accounting Policies

         Cash and Cash Equivalents

         The Company maintains the majority of its cash accounts at a commercial
         bank.  The  total  cash  balance  is  insured  by the  Federal  Deposit
         Insurance  Corporation  ("FDIC") up to $100,000 per commercial bank. As
         of December  31,  2005,  the Company had zero  amounts in excess of the
         FDIC insured limits.  For purposes of the statement of cash flows,  the
         Company  considers all cash and highly liquid  investments with initial
         maturities of three months or less to be cash equivalents.

                                      F-6

<PAGE>

                                 LIFE USA, INC.
                          (A Development Stage Company)
                   Notes to Consolidated Financial Statements
                          December 31, 2005 (continued)



         Estimates

         The  preparation of financial  statements in conformity with accounting
         principles  generally accepted in the United States requires management
         to make estimates and assumptions  that affect the reported  amounts of
         assets  and  liabilities,  and  disclosure  of  contingent  assets  and
         liabilities  at the date of the financial  statements  and the reported
         amounts of revenue  and  expenses  during the  reporting  period.  Such
         estimates may be materially  different from actual  financial  results.
         Significant  estimates include the  recoverability of long-lived assets
         and the collectibility of accounts receivable.

         Accounts Receivable

           The Company  grants  limited  credit to  customers  within the United
           States of America. Almost all retail transactions are charged against
           the customer's  credit card account before shipment.  The company has
           limited  receivables  outstanding.  A small  allowance  for  doubtful
           accounts has been established for one specific receivable.

         Inventory

         The Company's  inventory  consists of raw materials and finished goods.
         Inventory is valued on a first-in-first-out (FIFO) basis.

         Property and Equipment

         Property and equipment,  including renewals and betterments, are stated
         at cost.  No  assets  were  held  under  capital  leases.  The value of
         Property and Equipment was limited to investments in two computers, and
         limited furniture. Depreciation is computed on the straight-line method
         over the following estimated useful lives of the related assets,  which
         range from two to five years, and are as follows:

                  Furniture and fixtures           5 years
                  Equipment - electronic           2 years


         Long Lived Assets

         The Company's  management assesses the recoverability of its long-lived
         assets by determining whether the depreciation and amortization of long
         lived  assets  over  their  remaining  lives can be  recovered  through
         projected  undiscounted  future  cash  flows.  The amount of long lived
         asset  impairment,  if any,  is  measured  based on fair  value  and is
         charged  to  operations  in the  period  in  which  long  lived  assets
         impairment  is  determined  by  management.  At December 31, 2005,  the
         Company's  management  believes the existing Rosedale  long-lived asset
         was fully impaired,  and was written off  accordingly.  At December 31,
         2005, the company had no long-lived assets.

         Revenue Recognition

         Revenue from  products are  recognized at the time goods are shipped to
         the customer.

         Loss Per Share of Common Stock

         Basic net loss per share of common stock is computed using the weighted
         average number of common stock outstanding  during the period.  Diluted
         net loss per share, does not differ from basic net loss per share since
         potential   common   shares  from  stock   options  and   warrants  are
         anti-dilutive for all periods presented and are therefore excluded from
         the calculation.

                                      F-7

<PAGE>

                                 LIFE USA, INC.
                          (A Development Stage Company)
                   Notes to Consolidated Financial Statements
                                December 31, 2005 (continued)



         Fair Value of Financial Instruments

         The  carrying  amount of  accounts  payable and  accrued  expenses  are
         considered to be representative of their respective fair values because
         of the short-term nature of these financial instruments.

         Other Comprehensive Income

         The Company has no material  components of other  comprehensive  income
         (loss) and accordingly,  net loss is equal to comprehensive loss in all
         periods.

         Federal Income Taxes

         The  Company  accounts  for  income  taxes  under SFAS No.  109,  which
         requires  the asset and  liability  approach to  accounting  for income
         taxes.  Under this  method,  deferred  tax assets and  liabilities  are
         measured based on differences between financial reporting and tax bases
         of assets and  liabilities  measured  using  enacted tax rates and laws
         that are  expected to be in effect  when  differences  are  expected to
         reverse.

         Segment Information

         The  Corporation  operates  primarily  in a single  operating  segment,
         selling health supplements.

         Stock Based Compensation

         The company  issued stock  options and warrants to certain  contractors
         for their performed services.  The value of the shares and the warrants
         were expensed as professional fees. The warrant value was determined by
         applying   SFAS  No.  123R  and  EITF   98.16.   The  used  method  was
         Black-Scholes  based on variables  derived from The implied  volatility
         and implied stock price of the most recently issued  convertible  notes
         payable,  which had warrants attached.  Volatility was set at 76.5% and
         the risk free rate at 4.36%.  No other  stock  based  compensation  was
         granted.

           Earnings(Loss)Per Share Calculation

           Basic  net loss per  share of  common  stock is  computed  using  the
           weighted  average  number  of common  stock  outstanding  during  the
           period.  Diluted  net loss per share,  does not differ from basic net
           loss per share since  potential  common shares from stock options and
           warrants  are   anti-dilutive  for  all  periods  presented  and  are
           therefore excluded from the calculation.


Note 4 - Accounts Receivable - other
Accounts  Receivable  - Other  consisted  of a double  payment  in the amount of
$5,925 to a vendor.

Note 5 - Inventory
Inventory at December 31, 2005, consisted of the following:
     Raw materials       $81,058
     Finished goods       27,925
                        --------
     Total              $108,983
                        ========

Note 5 - Property and Equipment
Property and equipment were comprised of the following at December 31, 2005:

<TABLE>
<CAPTION>
<S>      <C>                            <C>          <C>                   <C>

                                             Cost    Acc. Depreciation     Net Book
         Furniture and fixtures         $   5,666                 (146)       5,520
         Equipment - computers              3,000                 (295)       2,705
                                            -----                 -----       -----
         Total                          $   8,666                 (441)       8,225
                                            =====                 =====       =====
</TABLE>

                                      F-8

<PAGE>

                                 LIFE USA, INC.
                          (A Development Stage Company)
                   Notes to Consolidated Financial Statements
                                December 31, 2005 (continued)



Note 6 - Accounts Payable

Accounts payable includes trade payables and interest payable.
              Accounts payable     66,549
              Interest Payable     33,256
                                 --------
              Total              $ 99,805
                                 ========

Note 7 - Accrued Expenses
Accrued expenses consisted of the following at December 31, 2005:
              Deferred Revenues   $   543
              Sales Tax Payable       266
              Accrued Wages         2,289
              Accrued Benefits        231
                                 --------
              Total              $  3,329
                                 ========



Note 8 - Promissory Notes Payable

         $  2,296   Promissory Note Payable issued to a financial institution to
                    fund the prepayment of insurance premium. The original
                    principal amount was $4,061. The note is paid in monthly
                    installments and the final installment is due in April 2006.
                    Interest rate is 10.5%. On December 31, 2005 a balance of
                    $2,296 remained outstanding.
         $ 15,080   Note Payable issued to an investor. Due upon demand.
                    Interest rate is 8%.
         --------
         $ 17,376   Total notes payable outstanding on December 31, 2005.
         ========

Note 9 - Convertible Notes Payable

Convertible notes payable as of December 31, 2005 consisted of the following:

         $ 50,000         Note payable, convertible into 100,000 shares,
                          due May 27, 2006,  incurring interest at 10%, attached
                          to the note are 100,000 warrants exercisable at $0.625
                          per share.
         $ 25,000              Note payable,  convertible  into 50,000 shares,
                          due June 7, 2006, incurring interest at 10%.
         $ 50,000         Note payable, convertible into 100,000 shares, due May
                          27, 2006, interest at 10%.
         $ 75,000         Note payable, convertible into 150,000 shares, due May
                          27, 2006, incurring interest at 10%, attached to the
                          note are 150,000 warrants exercisable at $0.625 per
                          share.
         $ 20,000         Note payable, convertible into 40,000 shares, due
                          February 28, 2006,  incurring  interest  at 15%,
                          attached  to the note are  40,000  warrants
                          exercisable  at $0.65  per  share.
         $ 50,000         Note payable, convertible into 100,000 shares, due
                          February 28, 2006, incurring interest at 15%, attached
                          to the note are 100,000 warrants exercisable  at $0.65
                          per share.
         $ 75,000         Note payable, convertible into 150,000 shares,
                          due May 27, 2006,  incurring interest at 10%, attached
                          to the note are 150,000 warrants exercisable at $0.625
                          per share.
         $ 50,000         Note payable, convertible into 100,000 shares, due
                          November 11, 2006, incurring interest at 10%, attached
                          to the note are 200,000 warrants exercisable  at
                          $0.625 per share.
         $  5,000         Note payable, convertible into 10,000 shares, due
                          November 11, 2006, incurring interest at 10%, attached
                          to the note are 20,000 warrants exercisable at $0.625
                          per share.

                                      F-9

<PAGE>

                                 LIFE USA, INC.
                          (A Development Stage Company)
                   Notes to Consolidated Financial Statements
                                December 31, 2005 (continued)



         $ 50,000         Note payable, convertible into 100,000 shares, due
                          November 11, 2006, incurring interest at 10%, attached
                          to the note are 200,000 warrants exercisable at $0.625
                          per share.
         $ 50,000         Note payable, convertible into 100,000 shares, due
                          December 7, 2006, incurring interest at 10%, attached
                          to the note are 200,000 warrants exercisable at $0.625
                          per share.
         --------
         $500,000         Total Convertible notes payable. All these notes are
                          unsecured.
         ========


Note 10 - Commitments and Contingencies

         Operating Rental Leases

           The  Company  leases  its  office  in  Boulder,  CO,  under a  rental
           operating lease with monthly  payments of $1,665 on a 13 month lease,
           of which 1 month is free,  and which expires on January 15, 2007. The
           effective  monthly  lease rate is  $1,537.  The  company  also had an
           ongoing  lease  obligation  until May 31, 2006, in the amount of $535
           per month for its previous  office  location.  This  secondary  lease
           obligation  was fully  satisfied when the office space was sub-leased
           in March 2006.

         Litigation

         The  Company  may be  involved  from  time to time in  various  claims,
         lawsuits, and disputes with third parties, action involving allegations
         or  discrimination  or breach of  contract  actions  incidental  in the
         normal  operations  of the  business.  The  Company  is  currently  not
         involved in any such litigation which management  believes could have a
         material adverse effect on its financial position.

Note 11 - Capital Stock Transactions

The  Company's  Board  of  Directors   approved  the  following   capital  stock
transactions:

         + Issuance of 250,000  shares of common  stock for the  Rosedale  brand
           name. In March 2006,  Rosedale  unilaterally  cancelled the marketing
           agreement   with  the   Company,   and  the  board  of  directors  is
           investigating whether the 250,000 shares have been validly earned.
         + Issuance of 275,000 shares of common stock for consulting services.
         + Issuance of 7,775,000  shares  of common  stock for the Neuro
           Nutrition acquisition.
         + Issuance of 454,000 shares of common stock for $113,500 in cash.

Note 12 - Warrants Activity for the Period and Summary of Outstanding Warrants

The  Company's  Board of Directors  adopted a stock option plan.  325,000  stock
options or warrants  were  granted  under the plan to 4  contractors  as partial
payment for their services. Basic terms of the options are: Exercise price $.50,
vesting on December 31, 2005, expiration date January 1, 2011.

During 2005 the Company issued nine  convertible  notes payable in the amount of
$425,000 to which  warrants were  attached.  The basic terms of the warrants are
disclosed in note 9.

The  attached  warrants,  if any,  give the note  holder  the right to  purchase
additional shares of Common Stock at a specified strike price.  Depending on the
terms of the  convertible  notes,  the note holder is granted for each converted
share one or two  warrants to purchase  one or two  additional  shares of Common
Stock at purchase prices ranging from $.625 to $.65 per share for a period of up
to three years from the date of the issuance of the respective  convertible note
payable.

                                      F-10

<PAGE>

                                 LIFE USA, INC.
                          (A Development Stage Company)
                   Notes to Consolidated Financial Statements
                                December 31, 2005 (continued)



As of December 31, 2005, no warrants were exercised.

A summary of warrant activity for 2005 is as follows:
<TABLE>
<CAPTION>
<S>      <C>                      <C>            <C>             <C>            <C>

                                                    Weighted                       Weighted
                                          Number     Average                        Average
                                              Of    Exercise           Warrants    Exercise
                                        Warrants       Price        Exercisable       Price
         ------------------------ -------------- -----------     -------------- -----------
         Outstanding
         December 31, 2004                     0           0                  0    $   0.00
             Granted under 2006 Plan     325,000     $  0.50            325,000    $   0.50
             Granted not under Plan    1,160,000     $  0.63                  0    $   0.63
             Exercised                         0           0                  0           0
         ------------------------ -------------- -----------     -------------- -----------
         Outstanding
         December 31, 2005            1,485,000      $  0.60            325,000    $   0.50
         ------------------------ -------------- -----------     -------------- -----------
</TABLE>

At December 31, 2005 the range of warrant  prices for shares under  warrants and
the weighted-average remaining contractual life is as follows:

<TABLE>
<CAPTION>
<S>              <C>          <C>            <C>                 <C>          <C>

                            Warrants Outstanding                     Warrants Exercisable
                 -------------------------------------------     ------------------------
                                                   Weighted
                                   Weighted         Average                      Weighted
Range of              Number        Average       Remaining           Number      Average
Warrant                   of       Exercise     Contractual               of     Exercise
Exercise Price      Warrants          Price            Life         Warrants        Price
--------------   -----------  -------------  --------------      -----------  -----------
$0.50 to $0.65     1,485,000      $    0.60            2.49          325,000     $   0.50
                 ===========                                     ===========
</TABLE>

Note 13 - Federal Income Taxes

         The Financial Accounting Standards Board (FASB) has issued Statement of
         Financial Accounting Standards Number 109 ("SFAS 109"), "Accounting for
         Income Taxes",  which requires a change from the deferred method to the
         asset and liability  method of accounting  for income taxes.  Under the
         asset and liability  method,  deferred  income taxes are recognized for
         the tax  consequences of "temporary  differences"  by applying  enacted
         statutory tax rates  applicable to future years to differences  between
         the financial  statement carrying amounts and the tax basis of existing
         assets and liabilities.

         The  Company  has  deferred  income tax  assets,  which have been fully
reserved as follows:

         Deferred tax assets
            Net operating loss carryforwards                  $628,560
            Valuation allowance for deferred tax assets       (628,560)
                                                              --------
         Net deferred tax assets                              $      -
                                                              ========

         At December 31, 2005, the Company had net operating loss  carryforwards
         of $628,560 for federal income tax purposes.  These  carryforwards,  if
         not  utilized  to offset  taxable  income will expire at the end of the
         December 31, 2025.

Note 14 - New Accounting Pronouncements

In December  2004,  the FASB issued SFAS No  123(R)(revised  2004),  Share-Based
Payment"  which amends FASB  Statement  No. 123 and will be effective for public
companies for interim or annual  periods  after June 15, 2005.  The new standard
will require  entities to expense  employee stock options and other  share-based
payments.  The new  standard  may be adopted in one of three ways - the modified
prospective   transition  method,  a  variation  of  the  modified   prospective
transition method or the modified  retrospective  transition method. The Company
is evaluation  how it will adopt the standard and evaluating the effect that the
adoption  of SFAS  123(R)  will have on our  financial  position  and results of
operations.

                                      F-11

<PAGE>

                                 LIFE USA, INC.
                          (A Development Stage Company)
                   Notes to Consolidated Financial Statements
                                December 31, 2005 (continued)



In November 2004, the FASB issued SFAS No 151,  Inventory Costs, an amendment of
ARB No. 43, Chapter.  This statement  amends the guidance in ARB No. 43, Chapter
4, Inventory  Pricing,  to clarify the  accounting for abnormal  amounts of idle
facility  expense,  freight,  handling  cost,  and wasted  material  (spoilage).
Paragraph  5 of ARB No. 43,  Chapter  4,  previously  stated  that  "under  some
circumstances,  items such as idle facility expense,  excessive spoilage, double
freight,  and  re-handling  costs may be so abnormal as to require  treatment as
current period charges." SFAS No. 151 requires that those items be recognized as
current-period  charges  regardless  of whether  they meet the  criterion of "so
abnormal."  In  addition,  this  statement  requires  that  allocation  of fixed
production  overheads to the costs of conversion  be based on the  prospectively
and are effective for inventory  costs  incurred  during fiscal years  beginning
after June 15, 2005,  with earlier  application  permitted for  inventory  costs
incurred during fiscal years beginning after the date this Statement was issued.
The adoption of SFGAS No. 151 is not  expected to have a material  impact on the
Company's financial position and results of operations.

In December 2004, the FASB issued SFAS No.153, Exchanges of Non-monetary Assets,
an  amendment  of APB  Opinion  No.  29. The  guidance  in APB  Opinion  No. 29,
Accounting  for  Non-monetary  Transactions,  is  based  on the  principle  that
exchanges of  non-monetary  assets should be measured based on the fair value of
assets  exchanged.  The  guidance in that  Opinion,  however,  included  certain
exceptions to that principle.  This Statement amends Opinion 29 to eliminate the
exception for non-monetary  exchanges of similar  productive  assets that do not
have commercial  substance.  A non-monetary exchange has commercial substance if
the future cash flows of the entity are  expected to change  significantly  as a
result of the  exchange.  SFAS No. 153 is effective for  non-monetary  exchanges
occurring in fiscal periods  beginning after June 15, 2005. The adoption of SFAS
No. 153 is not  expected to have a material  impact on the  Company's  financial
position and results of operations.

In March 2005,  the FASB  issued FASB  Interpretation  No. 47,  "Accounting  for
Conditional Asset Retirement  Obligations"  ("FIN 47"). FIN 47 provides guidance
relating to the identification of and financial  reporting for legal obligations
to perform an asset retirement activity. The Interpretation requires recognition
of a liability for the fair value of a conditional  asset retirement  obligation
when incurred if the liability's fair value can be reasonably estimated.  FIN 47
also defines  when an entity would have  sufficient  information  to  reasonably
estimate  the fair value of an asset  retirement  obligation.  The  provision is
effective no later than the end of fiscal years ending after  December 15, 2005.
The Company  will adopt FIN 47 beginning  the first  quarter of fiscal year 2006
and  does  not  believe  the  adoption  will  have  a  material  impact  on  its
consolidated financial position or results of operations or cash flows.

In May  2005,  the FASB  issued  SFAS No.  154,  "Accounting  Changes  and Error
Corrections"  ("SFAS 154") which replaces  Accounting  Principles Board Opinions
No. 20 "Accounting  Changes" and SFAS No. 3,  "Reporting  Accounting  Changes in
Interim  Financial  Statements-An  Amendment  of APB  Opinion  No. 28." SFAS 154
provides guidance on the accounting for and reporting of accounting  changes and
error  corrections.  It  establishes  retrospective  application,  or the latest
practicable  date,  as the required  method for reporting a change in accounting
principle and the  reporting of a correction of an error.  SFAS 154 is effective
for accounting changes and a correction of errors made in fiscal years beginning
after  December  15,  2005 and is  required  to be adopted by the Company in the
first quarter of 2006.  The Company is currently  evaluating the effect that the
adoption  of SFAS 154 will  have on its  results  of  operations  and  financial
condition but does not expect it to have a material impact.

In June 2005, the Emerging  Issues Task Force,  or EITF,  reached a consensus on
Issue 05-6,  Determining  the  Amortization  Period for Leasehold  Improvements,
which requires that leasehold improvements acquired in a business combination or
purchased subsequent to the inception of a lease be amortized over the lesser of
the  useful  life of the  assets  or a term  that  includes  renewals  that  are
reasonably  assured at the date of the business  combination  or purchase.  EITF
05-6 is effective for periods beginning after July 1, 2005. We do not expect the
provisions  of  this  consensus  to  have a  material  impact  on the  financial
position, results of operations or cash flows.

                                      F-12

<PAGE>



                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15 (d) of the Securities  Exchange
Act of 1934,  the  Registrant  has duly  caused  this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

                                 LIFE USA, INC.

Date: April 12, 2006

/s/Richard N. Newton
- ----------------------
Richard N. Newton
Chief Executive Officer and
Chief Financial Officer

In  accordance  with the Exchange  Act, this report has been signed below by the
following  persons on behalf of the  registrant and in the capacities and on the
dates indicated.

Date: June 7, 2006
/s/Michael Schuett
- -----------------------
Michael Schuett, President, Director

Date: June 7, 2006
/s/Kelly Kendall
- -----------------------
Kelly Kendall, Director

Date: June 7, 2006

/s/Wesley F. Whiting
- ------------------
Wesley F. Whiting, Director

Date: June 7, 2006
/s/Leland E. Watson, II
- -----------------------
Leland E. Watson, II, Director

                                       17